Common use of Default of Seller Clause in Contracts

Default of Seller. In the event Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser shall have the right, as its sole and exclusive remedy, either (a) to declare this Agreement terminated by written notice to Seller and to receive back the Exxxxxx Money (together with all interest earned thereon) and recover from Seller liquidated damages equal to the out-of-pocket expenses actually incurred by Purchaser and paid or owed to third parties in connection with its inspection of the Property and its pursuit of the transaction which is the subject of this Agreement, up to the amount of Seventy Five Thousand Dollars ($75,000.00), it being agreed that the payment of such amount shall constitute a release of Seller from all obligations hereunder, and Purchaser expressly waives the right to recover any additional damages against Seller as a result of Seller’s default hereunder; or (b) to sxx for specific performance of Seller’s obligation to execute and deliver the documents required to convey the Property to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser shall be deemed to have elected the remedy described in clause (a) of the preceding sentence if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in Dallas County, Texas, on or before sixty (60) days following the scheduled Closing Date. In the event that Purchaser elects the remedy described in said clause (a), Purchaser shall be required to furnish Seller with invoices, checks and other evidence of the out-of-pocket costs of Purchaser as a condition to the recovery thereof. The remedy set forth in this section 6.2 shall be the sole and exclusive remedy available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.

Default of Seller. In the event Seller fails to perform is in default of its obligations pursuant to under this Agreement for any reason except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereofAgreement, Purchaser shall have the rightBuyer, as its sole and exclusive remedyremedies, shall be entitled to either (a) to declare this Agreement terminated by written notice to Seller a refund of the full amount of the Initial Xxxxxxx Money Payment and to receive back the Exxxxxx Xxxxxxx Money (Deposit together with all interest earned thereon) and recover from Seller liquidated damages equal other sums, if any, paid on account of this Agreement by Buyer to the outunrelated third-of-pocket expenses actually parties, including, without limitation, all amounts paid or incurred by Purchaser and paid Buyer, whether before or owed to third parties after the date of this Agreement, in connection with its inspection due diligence investigation of the Property and its pursuit of the transaction which is the subject of this AgreementProperty, up to the amount of Seventy Five Thousand Dollars ($75,000.00), it being agreed that the payment of such amount shall constitute a release of Seller from all obligations hereunder, and Purchaser expressly waives the right to recover any additional damages against Seller as a result of Seller’s default hereunder; or (b) to sxx enforce specific performance of this Agreement; provided, however, that any such action for specific performance of Seller’s obligation to execute and deliver the documents required to convey the Property to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser shall be deemed to have elected the remedy described in clause (a) of the preceding sentence initiated by Buyer, if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in Dallas Countyat all, Texas, on or before within sixty (60) days following after that date on which the sale of the Property was scheduled Closing Date. In the event that Purchaser elects the remedy described in said clause (a)to close hereunder and, Purchaser if such action is not initiated within such 60-day period, then Buyer shall be required deemed conclusively to furnish Seller with invoiceshave elected to waive the right to initiate such action for specific performance, checks in which event, Buyer's sole remedy shall be to terminate this Agreement and other evidence receive a refund of the out-of-pocket costs of Purchaser as a condition to Initial Xxxxxxx Money Payment and the recovery thereof. The remedy set forth in this section 6.2 shall be the sole and exclusive remedy available to Purchaser for Seller’s failure to close the transaction which is the subject Xxxxxxx Money Deposit together with all other sums, if any, paid on account of this Agreement in accordance with by Buyer to unrelated third-parties, including, without limitation, all amounts paid or incurred by Buyer, whether before or after the provisions date of this Agreement, in connection with its due diligence investigation of the Property; and provided, further, Seller shall not be in default hereunder unless and until Buyer shall provide written notice to Seller of the basis for any such default and Seller has failed to cure such matter within ten (10) days of its receipt of such notice; provided, further, Buyer may not enforce specific performance against Seller if Seller is unable to deliver the Property subject only to the Permitted Exceptions (e.g., a third party places a cloud on title to the Property which Seller cannot remove prior to Closing). In no event shall Seller be liable to Buyer for any other actual, punitive, speculative, consequential or other damages, excepting only in the case of the inability of Seller to deliver the Property subject only to the Permitted Exceptions is due to a willful and bad faith overt act of Seller. No delay or omission in the exercise of any right or remedy accruing to Buyer upon any default of Seller under this Agreement shall impair any such right or remedy or be construed as waiver of such default or any default theretofore or thereafter occurring. The waiver by Buyer of any condition or event of default shall not be deemed to be a waiver of any other condition or of any prior or subsequent event of default.

Default of Seller. In the event Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser shall have the right, as its sole and exclusive remedy, may elect to either (ai) to declare terminate this Agreement terminated by giving Seller timely written notice of such election prior to Seller and or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth above, in which event Purchaser shall be entitled to receive back the Exxxxxx Xxxxxxx Money (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required to be returned by Seller pursuant to Section 3.4 herein; or (ii) seek specific performance to enforce Seller’s obligations hereunder by notice to Seller of Purchaser’s election within 30 days after the originally scheduled Closing Date and recover filing of such suit within sixty (60) days of the Closing Date, and to receive reimbursement from the Seller liquidated damages equal to of the reasonable out-of-pocket expenses actually incurred by the Purchaser and paid or owed as evidenced by documentation reasonably acceptable to third parties Seller in connection with its inspection of the Property and its pursuit of the transaction which is the subject of this Agreement, up Agreement in an amount not to the amount of Seventy Five exceed Two Hundred Fifty Thousand Dollars ($75,000.00), it being agreed 250,000) in the event that the payment of such amount shall constitute a release of Seller from all obligations hereunder, and Purchaser expressly waives the right to recover any additional damages against Seller specific performance is unavailable as a result of Seller’s default hereunder; or (b) conveyance to sxx for specific performance of Seller’s obligation to execute and deliver the documents required to convey the Property to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser shall be deemed to have elected the remedy described a third party in clause (a) violation of the preceding sentence if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in Dallas County, Texas, on or before sixty (60) days following the scheduled Closing Date. In the event that Purchaser elects the remedy described in said clause (a), Purchaser shall be required to furnish Seller with invoices, checks and other evidence terms of the out-of-pocket costs of Purchaser as a condition to the recovery thereofthis Agreement. The remedy remedies set forth in this section Section 6.2 shall be the sole and exclusive remedy available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.. Exhibit 10.1

Default of Seller. In the event Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser shall have the right, as its sole and exclusive remedy, either may (ai) to declare terminate this Agreement terminated by giving Seller timely written notice of such election prior to Seller and or at Closing, in which event Purchaser shall be entitled to receive back the Exxxxxx Xxxxxxx Money (together with all interest earned thereon) and and, additionally, Purchaser shall be entitled to recover from Seller liquidated damages equal to the reasonable out-of-pocket third-party expenses actually (reasonably documentation of which has been presented to Seller) incurred by Purchaser and paid or owed to third parties in connection with its inspection of the Property this transaction, not to exceed Fifty Thousand and its pursuit of the transaction which is the subject of this Agreement, up to the amount of Seventy Five Thousand 00/100 Dollars ($75,000.0050,000.00), it being agreed that the payment of such amount shall constitute a release of Seller from all obligations hereunder, and Purchaser expressly waives the right to recover any additional damages against Seller as a result of Seller’s default hereunder; or (bii) to sxx pursue an action for specific performance, provided that any action for specific PURCHASE AGREEMENT BHDOCS 089930.000022 603549929.9 Purchase and Sale Agreement - Beacon/Energy (Xxxxxxx) performance of Seller’s obligation to execute and deliver the documents required to convey the Property to Purchasershall be commenced within thirty (30) days after such default, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser shall be deemed to have elected the remedy described in clause (a) of the preceding sentence if Purchaser fails to file suit commence an action for specific performance against Seller in a court having jurisdiction in Dallas County, Texas, on or before sixty within thirty (6030) days following the scheduled Closing Dateafter such default, Purchaser’s sole remedy shall be item (i) preceding. Purchaser shall have no right to seek specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation or other legal requirement applicable to Seller. In the no event that Purchaser elects the remedy described in said clause (a)shall Seller be liable for any special, Purchaser shall be required to furnish Seller with invoicespunitive, checks and other evidence of the out-of-pocket costs of Purchaser as a condition to the recovery thereofspeculative or consequential damages. The remedy remedies set forth in this section Section 6.2 shall be the sole and exclusive remedy remedies available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.

Default of Seller. In the event a Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller Sellers in accordance with the express provisions hereof, Purchaser shall have the right, as its sole and exclusive remedy, either may (ai) to declare terminate this Agreement terminated by giving Sellers timely written notice of such election prior to Seller and or at Closing, in which event Purchaser shall be entitled to receive back the Exxxxxx Xxxxxxx Money (together with all interest earned thereon) and and, additionally, Purchaser shall be entitled to recover from Seller liquidated damages equal to Sellers the reasonable out-of-pocket third-party expenses actually (reasonably documentation of which has been presented to Sellers) incurred by Purchaser and paid or owed to third parties in connection with its inspection of the Property and its pursuit of the transaction which is the subject of this Agreementtransaction, up not to the amount of Seventy exceed Seventy-Five Thousand and 00/100 Dollars ($75,000.00), it being agreed that the payment of such amount shall constitute a release of Seller from all obligations hereunder, and Purchaser expressly waives the right to recover any additional damages against Seller as a result of Seller’s default hereunder; or (bii) to sxx pursue an action for specific performance, provided that any action for specific performance of Seller’s obligation to execute and deliver the documents required to convey the Property to Purchasershall be commenced within thirty (30) days after such default, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser shall be deemed to have elected the remedy described in clause (a) of the preceding sentence if Purchaser fails to file suit commence an action for specific performance against Seller in a court having jurisdiction in Dallas County, Texas, on or before sixty within thirty (6030) days following the scheduled Closing Dateafter such default, Purchaser’s sole remedy shall be item (i) preceding. Purchaser shall have no right to seek specific performance if any Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation or other legal requirement applicable to such Seller. In no event shall Sellers be liable for any special, punitive, speculative or consequential damages (the event that Purchaser elects the remedy described in said clause (a), Purchaser foregoing shall be required not limit Purchaser’s rights to furnish Seller with invoices, checks and other evidence of the out-of-pocket costs of Purchaser as a condition to the recovery thereofrecover actual damages under Section 5.3 above. The remedy remedies set forth in this section Section 6.2 shall be the sole and exclusive remedy remedies available to Purchaser for any Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.. 6.3